CERTIFICATION OF CHIEF FINANCIAL OFFICER
                          OF CORPORATE GENERAL PARTNER

                 PURSUANT TO RULE 13a-14 AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert A. Bourne, the President and Treasurer of CNL Realty Corporation,  the
corporate  general  partner of CNL Income  Fund XII,  Ltd.  (the  "registrant"),
certify that:

     1.  I have reviewed this quarterly report on Form 10-Q of the registrant;

     2.  Based  on my  knowledge,  this  report  does  not  contain  any  untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this report;

     3.  Based on my knowledge,  the financial  statements,  and other financial
         information  included in this  report,  fairly  present in all material
         respects the financial condition,  results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

     4.  The  registrant's  other  certifying  officer and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  for  the
         registrant and have:

                   (a)   Designed such disclosure  controls and  procedures,  or
                         caused such  disclosure  controls and  procedures to be
                         designed under our supervision, to ensure that material
                         information  relating to the registrant,  including its
                         consolidated  subsidiaries,  is  made  known  to  us by
                         others within those entities,  particularly  during the
                         period in which this report is being prepared;

                   (b)   Evaluated  the   effectiveness   of  the   registrant's
                         disclosure  controls and  procedures  and  presented in
                         this report our conclusions  about the effectiveness of
                         the disclosure  controls and procedures,  as of the end
                         of the  period  covered  by this  report  based on such
                         evaluation; and

                   (c)   Disclosed in this report any change in the registrant's
                         internal control over financial reporting that occurred
                         during the registrant's most recent fiscal quarter (the
                         registrant's  fourth  fiscal  quarter in the case of an
                         annual  report)  that has  materially  affected,  or is
                         reasonably   likely   to   materially    affect,    the
                         registrant's internal control over financial reporting;
                         and

     5.  The registrant's other certifying  officer and I have disclosed,  based
         on our most  recent  evaluation  of  internal  control  over  financial
         reporting,  to the registrant's auditors and the audit committee of the
         registrant's  board of directors (or persons  performing the equivalent
         functions):

                   (a)   All significant deficiencies and material weaknesses in
                         the  design  or  operation  of  internal  control  over
                         financial  reporting  which  are  reasonably  likely to
                         adversely  affect the  registrant's  ability to record,
                         process,  summarize and report  financial  information;
                         and

                   (b)   Any  fraud,  whether  or not  material,  that  involves
                         management  or other  employees  who have a significant
                         role  in  the   registrant's   internal   control  over
                         financial reporting.

Date: August 12, 2003
                                                 /s/ Robert A. Bourne
                                                 --------------------
                                                 Robert A. Bourne
                                                 President and Treasurer